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Eaton Vance Tax-Managed Diversified Equity Income Fund February 2010 Distribution

BOSTON, Feb. 26 /PRNewswire-FirstCall/ -- Eaton Vance Tax-Managed Diversified Equity Income Fund (NYSE: ETY) today announced important information concerning its distribution declared in February 2010.  This press release is issued as required by the Fund's managed distribution plan (Plan) and an exemptive order received from the U.S. Securities and Exchange Commission.  The Board of Trustees has approved the implementation of the Plan to make quarterly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the February distribution.  It is not determinative of the tax character of the Fund's distributions for the 2010 calendar year. Shareholders should note that the Fund's total regular distribution amount is subject to change as a result of market conditions or other factors.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations.  The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period:  February 2010

Distribution Amount per Common Share:  $0.40566

The following table sets forth an estimate of the sources of the Fund's February distribution and its cumulative distributions paid this fiscal year to date.  Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

    
    
           Eaton Vance Tax-Managed Diversified Equity Income Fund 
    
    
                                                                   % of the 
                                                     Cumulative    Cumulative
                                                   Distributions Distributions
                                                       for the      for the
                                             % of       Fiscal      Fiscal
                                Current      Current    Year-to-    Year-to-
    Source                   Distribution Distribution  Date(1)     Date(1)
    ------                   ------------ ------------  -------     -------
    Net Investment Income      $0.02393       5.9%     $0.05035       5.8%
    Net Realized Short-
     Term Capital Gains        $0.00000       0.0%     $0.00000       0.0%
    Net Realized Long-
     Term Capital Gains        $0.00000       0.0%     $0.00000       0.0%
    Return of Capital or
     Other Capital
     Source(s)                 $0.38173      94.1%     $0.81781      94.2%
    Total per common share     $0.40566     100.0%     $0.86816     100.0%
    
    (1) The Fund's fiscal year is November 1, 2009 to October 31, 2010
    

IMPORTANT DISCLOSURE :  You should not draw any conclusions about the Fund's investment performance from the amount of this distribution or from the terms of the Fund's Plan.  The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with 'yield' or 'income.'  The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes.  The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund's performance based on its net asset value (NAV) for certain periods.    

    
    
    Average annual total return at NAV for the period from
     inception through January 31, 2010(1)                          1.68%
    Annualized current distribution rate expressed as a
     percentage of NAV as of January 31, 2010(2)                   14.49%
    Cumulative total return at NAV for the fiscal year through
     January 31, 2010(3)                                            3.21%
    Cumulative fiscal year to date distribution rate as a
     percentage of NAV as of  January 31, 2010(4)                   3.62%
    
    (1) Average annual total return at NAV represents the simple arithmetic 
        average of the annual NAV total returns of the Fund for the period 
        from inception (11/30/2006) through January 31, 2010.  
    
    (2) The annualized current distribution rate is the cumulative 
        distribution rate annualized as a percentage of the Fund's NAV as of 
        January 31, 2010.
    
    (3) Cumulative total return at NAV is the percentage change in the Fund's 
        NAV for the period from the beginning of its fiscal year to January 
        31, 2010 including distributions paid and assuming reinvestment of 
        those distributions.
    
    (4) Cumulative fiscal year distribution rate for the period from the 
        beginning of its fiscal year to January 31, 2010 measured on the 
        dollar value of distributions in the year-to-date period as a 
        percentage of the Fund's NAV as of  January 31, 2010.
    

The Funds are managed by Eaton Vance Management, a subsidiary of Eaton Vance Corp. (NYSE: EV), based in Boston, one of the oldest investment management firms in the United States, with a history dating back to 1924. Eaton Vance and its affiliates managed $161.6 billion in assets as of January 31, 2010, offering individuals and institutions a broad array of investment products and wealth management solutions.  The Company's long record of providing exemplary service and attractive returns through a variety of market conditions has made Eaton Vance the investment manager of choice for many of today's most discerning investors.  For more information about Eaton Vance, visit www.eatonvance.com.

SOURCE Eaton Vance Management

Copyright 2009 PR Newswire. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

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